U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB/A
                            SEC File No: 33-14982-LA

[X]  QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934 FOR THE TRANSITION PERIOD FROM _____________ TO ___________


                         FIGHTON SUCCESSION CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


   California                                                   33-0897453
--------------------------------------------------------------------------------
(State or other                   (Commission                 (IRS Employer
jurisdiction of                  File Number)              Identification No.)
incorporation)


 19900 MacArthur Boulevard, Suite 660, Irvine, California          92612
--------------------------------------------------------------------------------
    (Address of principal executive offices)                    (Zip Code)


Company's telephone number, including area code:      (949) 851-9800




Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act  during  the past 12 months  (or such  shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.

                               [ X ] Yes        [   ] No



                                       1
<PAGE>



State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date:

     5,000,000 Shares as of the date of this report.

Transitional Small Business Disclosure Format (check one):  [  ] Yes  [ X ] No



                                        2


<PAGE>




(TABLE)
(CAPTION)

                         FIGHTON SUCCESSION CORPORATION

                Form 10-QSB for the Quarter ended March 31, 2001
<TABLE>
<CAPTION>
                                Table of Contents

                                                                                                                 Page
                                                                                                                 ----
<S>                                                                                                               <C>
PART 1 - ITEM 2...................................................................................................8
     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS FOR FIGHTON SUCCESSION CORPORATION.............................................8
     CAUTION REGARDING FORWARD-LOOKING INFORMATION................................................................8
     OVERVIEW OF THE COMPANY......................................................................................8

PART II - OTHER INFORMATION.......................................................................................9
     ITEM 1 - LEGAL PROCEEDINGS...................................................................................9
     ITEM 2 - CHANGES IN SECURITY................................................................................10
     ITEM 3 - DEFAULTS ON SENIOR SECURITIES......................................................................10
     ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS................................................10
     ITEM 5 - OTHER INFORMATION..................................................................................10
     ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K...................................................................10

         SIGNATURE...............................................................................................11

</TABLE>




                                       3

<PAGE>





PART 1 - FINANCIAL INFORMATION

<TABLE>
<CAPTION>

                         FIGHTON SUCCESSION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET


                                     ASSETS
                                     ------

                                                           March 31, 2001     December 31, 2000
                                                             (Unaudited)

<S>                                                            <C>                <C>
         TOTAL ASSETS                                          $  --              $  --
                                                                ======             ======

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

         LIABILITIES                                           $  --              $  --

         STOCKHOLDERS' EQUITY
                  Common Stock, no par value,
                    50,000,000 shares authorized,
                    5,000,000 issued and outstanding             2,000              2,000
                  Additional paid-in capital                       358                358
                  Deficit accumulated during                    (2,358)            (2,358)
                                                                ------             ------
                    development stage
                  Total Stockholders' Equity                      --                 --
                                                                ------             ------
                  TOTAL LIABILITIES AND
                     STOCKHOLDERS' EQUITY                      $  --              $  --
                                                                ======             ======
</TABLE>
                The accompanying notes to financial statements.

                                        4


<PAGE>




<TABLE>
<CAPTION>

                         FIGHTON SUCCESSION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS



                                                                        For the Period from       For the Period from
                                                  For the Three          February 17, 2000         February 17, 2000
                                                   Months Ended         (inception) to March        (inception) to
                                                  March 31, 2001              31, 2000              March 31, 2001
                                                   (Unaudited)              (Unaudited)               (Unaudited)
<S>                                             <C>                       <C>                        <C>
Income                                          $      --                 $      --                  $      --
Expenses
 Professional fees                                     --                         750                $     1,930
 Bank charges                                          --                        --                           70
 Organization expenses                                 --                         358                        358
                                                -----------               -----------                -----------

Total expenses                                         --                       1,108                      2,358
                                                -----------               -----------                -----------

NET LOSS                                        $      --                 $    (1,108)               $    (2,358)
                                                ===========               ===========                ===========
LOSS PER SHARE - BASIC AND
DILUTED                                         $      --                 $      --                  $      --
                                                ===========               ===========                ===========
WEIGHTED AVERAGE SHARES -
BASIC AND DILUTED                                 5,000,000                 5,000,000                  5,000,000
                                                ===========               ===========                ===========
</TABLE>

                 The accompanying notes to financial statements.


                                        5


<PAGE>

<TABLE>
<CAPTION>

                         FIGHTON SUCCESSION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
           STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY FOR THE PERIOD
              FROM FEBRUARY 17, 2000 (INCEPTION) TO MARCH 31, 2001


                                                                                      DEFICIT
                                                                                    ACCUMULATED
                                         COMMON STOCK             ADDITIONAL           DURING
                                            ISSUED                 PAID-IN          DEVELOPMENT
                                     SHARES       AMOUNT           CAPITAL             STAGE       TOTAL
                                   ---------   ---------          ---------          ---------    ---------
<S>                                <C>         <C>                <C>                <C>          <C>
Common Stock Issuance              5,000,000   $   2,000          $    --            $    --      $   2,000

Fair value of contributed
     services                           --          --                  358               --            358


Net loss for the period
     ended
     December 31, 2000                  --          --                 --               (2,358)      (2,358)
                                   ---------   ---------          ---------          ---------    ---------
     Balance as of
       December 31, 2000           5,000,000       2,000                358             (2,358)        --
                                   ---------   ---------          ---------          ---------    ---------
BALANCE
March 31, 2001:                    5,000,000   $   2,000          $     358          $  (2,358)   $    --
                                   =========   =========          =========          =========    =========
</TABLE>

                 The accompanying notes to financial statements.

                                        6
<PAGE>

<TABLE>
<CAPTION>


                         FIGHTON SUCCESSION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS


                                                                        For the Period from       For the Period from
                                                  For the Three          February 17, 2000         February 17, 2000
                                                   Months Ended         (inception) to March        (inception) to
                                                  March 31, 2001              31, 2000              March 31, 2001
                                                   (Unaudited)              (Unaudited)               (Unaudited)
CASH FLOWS FROM OPERATING
ACTIVITIES
<S>                                                    <C>                  <C>                          <C>
Net Loss                                               $--                  $(1,108)                     $(2,358)
  Adjustment to reconcile net loss to net
  cash used by operating activities
  Increase in accounts payable                          --                      750                         --
  Contributed Services                                  --                      358                          358
                                                      -------               -------                      -------
  Net cash used by operating activities                 --                     --                        $(2,000)
                                                      -------               -------                      -------


CASH FLOWS FROM INVESTING                               --                     --                           --
ACTIVITIES                                            -------               -------                      -------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from issuance of common stock                  --                    2,000                        2,000
                                                      -------               -------                      -------
Net cash provided by financing activities               --                    2,000                        2,000
                                                      -------               -------                      -------
INCREASE IN CASH AND CASH
EQUIVALENTS                                             --                    2,000                         --
                                                      -------               -------                      -------
CASH AND CASH EQUIVALENTS -
BEGINNING OF PERIOD                                     --                     --                           --
CASH AND CASH EQUIVALENTS -
END OF PERIOD                                          $--                  $ 2,000                      $  --
                                                      =======               =======                      =======

</TABLE>
                 The accompanying notes to financial statements.


                                       7
<PAGE>


PART 1 - ITEM 2

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS FOR FIGHTON SUCCESSION CORPORATION.

         The following  discussion of the  financial  conditions  and results of
operations  of the  Company  should be read in  conjunction  with the  financial
statements, including notes thereto, for the Company.

CAUTION REGARDING FORWARD-LOOKING INFORMATION
---------------------------------------------

         This quarterly report contains certain  forward-looking  statements and
information relating to the Company that are based on the beliefs of the Company
or management as well as assumptions made by and information currently available
to  the  Company  or  management.   When  used  in  this  document,   the  words
"anticipate,"   "believe,"   "estimate,"   "expect"  and  "intend"  and  similar
expressions,  as they relate to the Company or its  management,  are intended to
identify forward-looking statements. Such statements reflect the current view of
the  Company   regarding  future  events  and  are  subject  to  certain  risks,
uncertainties  and  assumptions,  including  the risks or  uncertainties  noted.
Should  one or more of  these  risks or  uncertainties  materialize,  or  should
underlying  assumption prove incorrect,  actual results may vary materially from
those  described  herein  as  anticipated,   believed,  estimated,  expected  or
intended. In each instance,  forward-looking information should be considered in
light of the accompanying meaningful cautionary statements herein.

OVERVIEW OF THE COMPANY
-----------------------

         Fighton  Succession  Corporation (the "Company") was incorporated under
the laws of the State of California on February 17, 2000. The Company was formed
to engage in any lawful corporate  undertaking,  including,  without limitation,
mergers  and  acquisitions,  which meet the  Company's  selected  criteria.  The
Company  has  been  in  the  developmental  stage  since  inception  and  has no
operations to date other than issuing shares to its original shareholder.

Results of Operations

         As of the date of this Report,  the Company is in the development stage
and is not engaged in any activities. Accordingly, the accompanying consolidated
statements of operations should not be regarded as typical for normal periods of
operation.  The Company's  development  stage  status,  recurring net losses and
capital deficit raise substantial doubt about its ability to continue as a going
concern.  Additional  financing  or  restructuring  of its  liabilities  will be
required in order for the Company to complete its development  stage activities.
Management  believes  that it will be able to  obtain  such  financing  from new
investors, and restructure its liabilities.

                                        8


<PAGE>





         The  Company has had no  operations,  revenues,  assets or  liabilities
since its incorporation in February 2000.

Three Months Ended March 31, 2001, Compared to the Period Ended March 31, 2000

         Revenue.  The Company has had no revenues  for the quarter  ended March
31, 2001, and has had no revenues since its  inception.  Similarly,  the Company
had no cost of sales, gross profit or other income during the period ended March
31, 2001, or since its inception.

Liquidity and Capital Resources

         As of March 31, 2001, the Company has cash,  cash  equivalents  and net
working  capital of $0. Since the Company's  inception,  the sole source of cash
has been contributions by the Company's Shareholder. The Company has relied upon
contributions  by its  shareholder  to fund its  operations  for the period from
February 17, 2000  (inception)  to March 31, 2001.  The Company has not received
any capital  contribution in cash from its  shareholder  during the three months
ended March 31,  2001,  or since the initial  contributions  as set forth in the
Company's Form 10SB dated March 23, 2000.

         The  Company  anticipates  that any need of  working  capital in future
periods will be limited and will be contributed by the Company's shareholder.

         The Company believes that existing cash and cash equivalents, cash flow
from operations will be sufficient to meet the Company's  presently  anticipated
working capital needs for the next 3 months.  To the extent the Company uses its
cash  resources  for its  operations,  the  Company  will be  required to obtain
additional funds, if available,  through borrowings or equity financings.  There
can be no assurance that such capital will be available on acceptable  terms. If
the Company is unable to obtain sufficient financing,  it may be unable to fully
implement its growth strategy.

Material Changes in Operations

         The Company has not had any material  changes in  operations  since its
formation or the date of its Form 10 SB Registration Statement.

Year 2000 Compliance

         The Company has not experienced any Year 2000 complications.

PART II - OTHER INFORMATION

         ITEM 1 - LEGAL PROCEEDINGS

                                        9


<PAGE>





         None.

         ITEM 2 - CHANGES IN SECURITY

         None.

         ITEM 3 - DEFAULTS ON SENIOR SECURITIES

         None.

         ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.

         ITEM 5 - OTHER INFORMATION

         On May 3,  2001,  the  Company's  majority  shareholder  completed  its
transfer and sale of 4,700,000 shares of this corporation's  common stock to Key
Card  Communications.   As  of  the  date  of  this  Report,  the  new  majority
shareholders  have not voted any of the shares of this  corporation and Mr. Boyd
and Mr. Chang have not tendered their  resignations as officers and directors of
the Company.  It is  anticipated  that Messrs.  Boyd and Chang will tender their
resignations as officers and directors of the Company within the next 10 days.

         ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

         Exhibit 99 - Form 8-K filed March 6, 2001.



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<PAGE>




                                   SIGNATURES
                                   ----------

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


May 11, 2001                            FIGHTON SUCCESSION CORPORATION



                                        By:  /s/ Tim T. Chang
                                             ---------------------------
                                                 Tim T. Chang, President





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